Shambling Shadows
by SixUnderOneXSix
Summary: What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace. Reincarnation AU. Pairings may change with stories. Are people reading this? Want to know. Message or Review to let me know.
1. Prologue

**Shambling Shadows (Part I):**

Characters: Winter, Jacques Schnee (Mentioned), Weiss Schnee (Mentioned)

Pairings: (none yet)

Disclaimer: I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Summary:

What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

White Castle, SDC Research Base

It had all started a couple of days ago when the White Fang attacks had started back up again. Father had become furious once more, Dust production was at an all-time low because of the attacks, Weiss had become nothing more than an elaborate warriour while I had been confined to a wheelchair. Nearly twenty and I have a figure most would kill for. I can't stand and have been forced to compete in specialized competitions for fencing. In the end I've taken to developing my brain only practicing fencing to get some form of exercise. None of that would do me any good though at least not in this situation.

I look back at the bloody prints on the glass as the creature with the shape of a human body continues to pound on the frosted glass that makes the doorway. _How do I get out of this? I don't think a competition saber will be enough to kill whatever it is pounding on the glass… but there is something eerily familiar about that thing on the other side of the glass_. I use all the strength my weary and still sleep deprived body can manage to get myself into the wheelchair next to the bed. A groan escapes my lips as my muscles scream at me that I'm too sore and poorly designed for this.

The rate of pounding increases at my groan and I try to crane my neck to get a better look at the door but my neck hurts too much to do it. Using the joystick to motor the chair over to my desk I quickly search for something, anything that I could use to deal with the thing pounding on my door.

 _Was it only yesterday that I was pitching my idea to Ironwood? Was it only yesterday that Weiss showed up and said hello and talked to me trying to make sure I didn't need her help? Dust why didn't I say yes to her? She could do something about what's behind the door but I can't._

 _Get a hold of yourself Winter! You are one of the most intelligent people on the planet. You designed a virus that could create mindless super soldiers controlled through a single unit here within the building. You memorized how to create steel out of nearly nothing. Weiss wouldn't give up, she wouldn't let you give up… so you can't give up on yourself either. I will survive this even if it takes everything I have to…_

 _Oh Dust! Father wouldn't would he?_ Finally I find a pair of scissors, _I might be able to push these through an eye or a soft part of the body, even if I can't get it through a skull or rib cage, and if these things are what I think they are…_ Wrapping my fingers tightly around the scissors I use my left hand to spin the wheelchair around and move it towards the glass door. _Okay open the door and aim for the eye then I might have a chance._ I put my right hand next to the button and steel my nerves before pressing it. A 'woosh' sounds fill the air and the moaning suddenly becomes twice as loud when the oily black skinned creature opens its maw wide and lets loose an ear shattering moan before the sharp saliva glistening teeth take most of my focus.

The creature takes a single step forward and then falls straight into my lap its hands slide over my skirt and blouse and roughly grabs at me. It pushes upwards trying to get more of itself into my lap and draw its maw closer to my neck. _Now or never Winter!_ Shouts the voice in my head as I shove the scissors in my right hand into the glowing red eye of the creature. The monster goes slack in my lap and I sigh a breath of relief as I struggle to push it off of my lap. Before I get the monster off of my lap another moan goes through the hallway and I motor backwards to free myself of the heavy burden.

 _I've got to close that door and I have to do it now!_ Moving the chair directly over the creature I hit the button causing another 'woosh' to fill the air as the door shuts and seals. _I'll have to get to my lab… but that's down the hall a couple of doors and its now quite obvious to me my Father is that stupid. Though there is something odd, they tried to eat me instead of outright kill me… and on top of that they seem to lack coordinated movement or the ability to open doors. There has to be someone one or something controlling them… but at the same time what could be if their movements are so shambly and reminiscent of a zombie. There's stuff in the lab I can use to fight these things that is more effective than a pair of scissors… all I have to do is find a way down there_

 _Do I have the materials to create a portable sound generator?_ A quick glance around the room reveals my scroll and its charger, a speaker unit, wire cutters, and lastly some electrical tape and my still broken headphones. _Alright if I remove the circuit board and speaker from the speaker unit and then take the battery from my scroll and wire it in with some wire cutters and electrical tape all I have to do is flip a switch on the… Dust! Where am I going to find a switch?_

 _Wait what about the headphones? I was trying to fix them because the plugin broke but the switch on the wire should still work I can use those!_ I set about gathering everything at the desk in one place so I can tear everything apart. _Alright first wire in the switch here, then attach the power supply here, speaker next. Dust I need a soldering gun to make this all stick!_ I start rooting around in my drawers as quietly as I can before finding it at the very bottom. Plugging it in I find that the power is on emergency… _I can only use so much so this has to work and it has to work the first time_.

I finish soldering the wires to the circuit board and then use electrical tape to make sure everything holds together. Then with the sound device complete I gather another pair of scissors and a sharp quill pen, _what I like to write the old fashioned way sometimes too!_ The hallway is unnervingly quiet since the last moan ran through it, and there's no shadows at my door which means that none have come to investigate what happened to the one I killed. I press the button and cringe as another 'woosh' sounds throughout the hallway, answered in response by another moan. Flicking the switch on the device it begins blaring a standard alarm noise which is almost loud enough to cause me pain. I cock back my arm and put all my strength into my sore muscles as I toss it down the hallway and shut the door again. It skids a couple of feet from its first impact, which is thankfully a bit of the ways down the hallway. _Dust I'm glad Weiss commanded me to get better at throwing things… of the course the comment about it being the worst throw ever… of all time hadn't helped my confidence much_. More moans bounce across the hall and soon shambling feet go past my door heading towards the source of the noise.

 _Alright first part of the plan complete, now all I have to do is make it two doors down and I should be able to find some stuff to fight with._ As the last pair of feet shuffles past I give it another couple of seconds before I press the door button and use the chair controls to hightail it out of my room. The 'woosh' sounds for the last time as I enter the lab and stare straight at the white hair of my lab assistant.

"Oh thank Dust there's someone else besides me. I mean you don't even know what I was beginning to think about doing if…" My voice loses itself as the woman turns around, the twenty-two year old's skin was the same oily black, except hers had begun to crack revealing the same menacing glow from her eyes as the cracks in the skin. Her mouth opens as she drops her jaw and turns on me with the saliva coated teeth. "South…"

As if reacting to her name the creature starts its shambling walk forward and I desperately begin looking around the room for anything that might be of use to me. _Hypodermic needles, the failsafe serum, hydrochloric acid, Zinc metal, stainless… Wait did I say failsafe serum! I left it out yes!_ I deftly move my left hand over the controls getting the chair over to the failsafe serum which was enclosed in a clear key-coded syringe case. I pull the case into my lap and begin fumbling out the code as adrenaline fuels my system as South moves closer. The woman is nearly on top of me when I get the syringe out and slam the wheelchair back hitting South in the stomach and sending her backwards onto the floor. _Sorry…_ I think as I turn the chair around and test that the needle is working by squirting a bit of the serum out.

My heart beats in my chest as I wait for South to pull herself closer to me and give me a chance to use the serum. _If this doesn't work there won't be time for me to get the scissors and save myself… only enough time to end it before she starts eating me_. I push the thought away as South is finally close enough. Leaning as far forward as I dare I stab the needle into her glowing red eye and push the plunger down. The blue liquid disperses through South's body and changes the glowing red to a dull blue before the body ceases to move and goes completely limp. _There! Hydrochloric Acid combined with an metabolic blocker, and a synthetic compound designed to stop neuron messages from being passed around the brain. You're nothing but a dying brain inside a useless body now… I'm so so sorry._

"Science Bitch…" I whisper looking at the dull blue light emanating from the woman that was once my friend. "Alright now to see how stupid my Father really is. I mean it isn't like he'd disperse this across the whole world right? Oh Dust are we in trouble."

I roll over to the computer terminal and access the file entitled 'PROJECT GRIMM'.

Beacon Encampment, ORI Base Subset

"How far has it spread?" asks the first.

"We don't know… it's… well we've lost control," answers the second.

"May Dust help us."

 _Author's Note:_

 _This is the first of this AU, the story may or may not continue, depends on how it is viewed, followed, and most importantly whether or not I get into it or not. Please support if you like it and want to see more. Thank everyone who has continued looking at my work and I hope that all of you are well. I enjoy hearing from people, so never hesitate to message._


	2. Secrets and Starts

**Shambling Shadows (Part I):**

Characters: Ruby Rose, Weiss Schnee, Velvet Scarlatina, Cardin Winchester, Sky Lark, Yang Xiao Long, Blake Belladonna

Pairings: Bumblebee

Disclaimer: I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Summary:

What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Vale Military Training Base, Camp Risen

"UP UP UP!" Shouts the officer as he walks down the corridor of the barracks. Ruby Rose shoots into a standing position, her tank top and pants askew from how she sleeps. "Timer starts now Cadets! Get your gear and haul ass!"

Ruby is the fastest cadet in the Corps. and everyone knows it. Shooting to her bunk, seeming to leave rose petals in her wake Ruby begins tearing off her clothes and sliding on her BDUs. Zipping up the undersuit Ruby grabs the armour plates and slaps the clips to lock them down. Grabbing the chestplate and clipping that on next Ruby picks up her helmet and pulls it over her head. The red and black armoured cadet charges down the hallway sliding to a stop before her locker she punches in the code and grabs her rifle, pistol, and knife. Finishing up Ruby turns pulling to attention and shouldering her rifle.

The lights flick on and alarms stop blaring as the deck officer walks down the line of lockers smiling at the armoured and armed soldiers. _Impeccable, especially Rose_. The officer stops staring at the Sophomore level Cadets, all of which had finished in nearly record times. A small smile graces his face before he turns to dismiss them. That's when another alarm blares, a ready stations alarm.

"Alright Cadets! We're under ready positions, get to your transports now!" The deck officer shouts. Ruby's mind immediately begins to race as she about faces and charges out of the room towards the transports. _What's happening, why would we be set to ready stations? Did something happen? There hasn't been any White Fang activity_. Ruby stops thinking as she boards the airship, last in.

The deck officer turns listening to a soldier who runs up to him and starts talking. The two are discussing something animatedly as Ruby watches them.

"We're deploying your cadets and soldiers as relief forces for local police and medical teams. They've got problems and need our assistance, you're being deployed. Congratulations, all your cadets just got promoted."

Vale City, Schnee Subsidiary

"Do you have ANY IDEA Who WE ARE? We are The SDC! If we can't help protect people then WHAT GOOD ARE WE?" Weiss shrieks at the researcher. The cowering man tries to hide even further behind his clipboard as Weiss slaps him across the face. "Get out of here until you can give me results!"

Weiss was angry to say the least, somehow people all across the world were getting sick, and the SDC was the only organization with the capabilities and staff to distribute any kind of vaccine. Of course this was a problem if it seemed half the people around were being affected. Now she had to deal with the fact that her staff didn't know what to do and on top of that there were military soldiers now coming to 'defend' her building. _I don't need any dumbass soldiers mucking up and getting in the way of my staff! What I need are staff smart enough to figure out what the HELL is going on!_ A knock on Weiss' door alerts her to someone else there. Spinning about the Heiress stares down the door as her secretary slowly pushes it open. Velvet, the young Faunus girl Weiss had hired, is very clearly afraid. Bunny ears bowed and head lowered Velvet is careful not to look at Weiss.

"Miss Schnee… Captain Winchester is here to see you," Velvet says as Cardin Winchester barges in and shoves the Bunny Faunus into the door causing Velvet to cry in pain. Weiss' ire raises, and her blood boils at Cardin's actions. Fixing the Captain with her best glare Weiss waits for him to speak.

"I'm here to, protect, your interests Weiss…" Cardin says, leaning on the desk and smiling swavly. Weiss shakes her head at the attitude. Weiss shoves Cardin off her desk with a huff.

"Captain Winchester was it? Hows about you get out of here… AND DO YOUR JOB!" Weiss shouts pointing towards the door. "I have work to do Winchester, so get out of my way, I HAVE WORK TO DO!"

Winchester growls as he turns and walks out of the office pushing Velvet out of his way once more. "Keep the riffraff out of my way then, ICE QUEEN, I don't work with Fuana!"

Vale City, Schnee Subsidiary

Ruby groans. Her armour feels heavy after having stood before the SDC subsidiary Airacare. Rain falls to the ground slicking the metal plates of Ruby's armour. Silver eyes pass over the crowd, kept back by Vale's Riot Police squad. Between the sick and angry people had flooded the SDC's medical center, along with other hospitals and treatment centers across the world. Aura, the most powerful defense the people of Remnant had, was completely ineffective against the disease. Some seemed to posses a quirk in their Aura which prevented them from receiving injuries and sickness. This defense comes from an age long past, an age spoke of in legends about monsters and heroes. _But those are just stories…_ Ruby thinks as she stares out at the pouring rain and angry civilians. _That's why we're here, to make it better_.

"Rose! Private Rose! Lieutenant Lark wants to see you," shouts a soldier from behind Ruby. Turning her head Ruby nods to the soldier.

"Sir, yes, Sir."

Ruby steps away from the flashing police lights and barricades and moves for the command and control center. As she walks she surveys the crowds and soldiers, night falling on Vale City. She reaches the door and ducks in, removing her rain soaked helmet and putting it under her arm.

"Lieutenant Lark, Private Rose reporting sir!" Ruby shouts. _Sky Lark, friends with that bully of a captain Cardin Winchester, let's just hope that's not why you're here_. Lark turns and grabs a heavy caliber SAR, Special Applications Rifle, off the wall of the command center and hands it to Ruby.

"New Assignment, we asked the Deck Officer who his best shot was in the cadets, he said you. Weiss Schnee has denied personal escort, but we've been asked by important people to keep her safe. That job falls to you, take this LRS-250 and head for Miss Schnee's office. It's on the fortieth floor, be prepared for some ugly sights, it doesn't look good in there," Lark finishes before waving his hand at Ruby. Taking that as her cue to leave Ruby slides her helmet back on and heads back into the rain. _This just got a whole lot weirder_.

Outskirts of Vale Forest

Yang shakes her head as she and Blake move through the brush. _What was I thinking? Blake hates going outside! She hates the woods even more than she hates the outside!_ They reach the camp and Blake heads for the tent, picking her book off the side table right as she goes in. _Oh this is all wrong…_ Yang groans and shakes her head once more. Picking up the wood chopping ax Yang heads back into the woods, _guess I should get a fire going before she skins me alive for not making one, this is gonna be a long trip_.

Airacare, SDC Subsidiary, Weiss Schnee's Office

*Knock* *Knock* *Knock*

"WHO IS IT!" Weiss shouts as her head shoots up to stare at Velvet, cowering from Weiss' icy gaze.

"It's… It's a soldier from downstairs. She says she's been given orders to… _secure_ you?" Velvet states extremely uncertain, knowing Weiss' temper has led to more than a couple of people running scared from the buildings she's in.

"..." Ruby enters the room, still dripping with water, and removes her helmet. Weiss stares at the brunette, red dyed tips looking very non-military regulation. Silver eyes meet Weiss' and the adorable face seems to sooth Weiss' anger. The Ice Queen quiets and lowers her head. "... Fine…"

"You won't notice me at all… Miss Schnee," Ruby says, smiling. _Why… Why do I like her?_ Weiss thinks as she dives back into her work, trying to ignore the voice in her head. Weiss begins going through the active experiments looking for anything that could have escaped and caused this catastrophe. Of course the statement that Weiss wouldn't notice her was a lie, the woman was dressed in full metal combat armour, a large imposing rifle slung over her shoulder, a helmet beneath her arm. Those alluring silver eyes dart back and forth, watching rain splash against the windows. _Those magic silver eyes… Focus Weiss!_ That's when she sees it, out of the corner of her eye, a single page entitled 'PROJECT GRIMM'. Grabbing the page Weiss stares, her ice blue eyes flitting across.

 _'Designed by Winter Schnee. PROJECT GRIMM is a biological weapon designed based off of samples found in archeological digs around multiple ruins Winter has created this. Capable of infecting people and animals and turning their minds to be controlled by a machine designed by Winter as well. All other known data is CLASSIFIED_. _'_ Weiss' thoughts immediately go wild, her body seeming numb as she sinks to her seat. _How long does this take to have effect?_

 _Author's Note:_

 _The second installment of Shambling Shadows is here. I hope people are enjoying this, I know it's posting very fast right now, but please don't think this will be common as I have no idea how long I'll be able to keep this up. If more people follow or favourite this I'll definitely continue this AU adventure. I hope you enjoyed this, and thank you for reading._


	3. Questions and Fights

**Shambling Shadows (Part III):**

Characters: Ruby Rose, Weiss Schnee, Velvet Scarlatina, Yang Xiao Long, Blake Belladonna, Ozpin

Pairings: Bumblebee

Disclaimer: I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Summary:

What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Vale City, Weiss Schnee's Office

"Soldier!" Weiss shouts, her head shooting up to stare at the sharpshooter by the door. "Come on! Answer me, we need to talk to your commanding officer! I think I know what's causing th…"

" _Breaking News Hospitals around Vale City are reporting fatalities due to the mysterious illness which has been striking across the globe. No one yet knows where this virus originated, but it has become very clear that it is both highly infectious and lethal. Authorities and Military officers warn citizens to stay indoors and avoid contact with anyone appearing sick_ ," A News Broadcaster states, overriding Weiss' Scroll's do not disturb. " _This is Lisa Lavender saying to stay safe, and signing off_."

"We need to talk to Captain Winchester and we need to DO IT NOW!" Weiss shouts coming from around her desk and walking swiftly up to Ruby.

"I-It's n-n-not th-that s-simple Miss Schnee," Ruby stutters out, very flustered by Weiss' sudden proximity to her. _Why does she have to be so close… I mean she's kinda hot… Dust! Focus Ruby, there's work to be done_. "I'm sorry Miss Schnee, but we just can't leave like that. Captain Winchester went back to Camp Risen and with everything that's going on the Council has restricted communication to essential signals only. This is also the most guarded facility in Vale right now. I can't just take you to a Military Base either!"

"Well you had better think of something Soldier! I think I know what's causing this and there's only one person who can even hope to come up with a solution!" Weiss shouts back. Ruby stops… _Wait a second? She thinks she knows who might have a solution?_

" _Terrible news is coming in from Vale General Hospital, the institution appears to be under attack by some kind of creatures. It is believed that these monsters might be coming from those who are infected and have passed on. Citizens are told to stay away from these monsters_ ," Lisa Lavender comments, ending the second interruption to Weiss and Ruby's isolation. Ruby grabs Weiss by the collar of her jacket and slams her to the wall.

"Stay down!" Ruby shouts as something slams into the door Ruby had pressed herself to. The pounding on the door intensifies until Weiss finally ends it. Pulling the soldier off the door Velvet nearly falls flat as Ruby catches the startled secretary.

"Velvet! Why were you pounding on the door like a maniac?" Weiss asks. Staring at the wide eyed Rabbit Faunus. Velvet shakes her head as Ruby pushes her into a standing position, helmet forgotten on the ground.

"There's… Miss Schnee there is a commotion downstairs, we think some of the infected have become whatever Lisa Lavender was talking about. They're… well they've breached the perimeter the Military set up," Velvet explains. Weiss stares back at the Rabbit Faunus completely dumbfounded, and for the first time in Weiss' twenty-one years of life, she didn't have words. _Something was in the building? How? That's why the soldiers set up the perimeter_.

"Alright, I'm getting the two of you out of here, there are Military vehicles all around I'll be able to hotwire one of them, possibly," Ruby says as she wraps her free hand around Weiss' arm creaks the door open. Looking out at the people shouting to each other and charging around and throwing papers around. "Looks like your office staff is losing it Miss Schnee."

Pulling the two women out by their arms Ruby charges for the stair well, ignoring the office staff who immediately notice and turn confused toward them. Ruby shoves the two women through the stairwell door and un-shoulders her rifle; aiming the weapon down the stairs Ruby motions for them to go ahead.

"Do you know who I am? I am Weiss Schnee and I don't take orders from…" Weiss is interrupted as the door bursts open and one of the security officers begins shouting.

"They're here! They're here!" The Guard shouts as a creature with white and black skin, human in form, glowing cracked skin and deep red eyes. Ruby watches in horror as the creature rears its head back and opens its jaws wide. The teeth no longer human, but instead sharp like a wolf or shark. The monster bites down on The Guard's neck. Blood spurts into the air as the creature gurgles in some sick happiness. Ruby finally reacts, her wide-eyed terror becoming the narrow eyed focus of a soldier. Rifle in hand Ruby aims the weapon at The Creature's chest and fires off two rounds from the heavy caliber sniper rifle. The Creature is bucked backwards, teeth losing grip in the bleeding out guard, and falling to the ground. Of course that's when it begins to stand up, uncoordinated and clumsy The Creature falls over as it tries to stand.

Weiss and Velvet stare, frozen by fear of the creature capable of taking two rounds to the chest and stand back up. Ruby moves though, slinging her rifle over her shoulder and wrapping her hands around the arms of the other two women. Pulling them down the stairs Ruby practically throws them onto the next landing.

"KEEP MOVING!" Ruby shouts pushing them farther as a guttural moan escapes from above them. _Whatever these things are, they're not fast and they're not smart, but they probably have numbers_. As if in answer to her thoughts more of the moans echo down the stairwell as Ruby and her two companions reach the next floor. Ruby looks through the meshed window pane. What she sees horrifies her.

The same creatures as before shamble about with a surprising dexterity as they catch the workers and bite into them. _No…_ Catching the executive and her assistant by the wrist once more Ruby pulls them farther down the stairs. _We have to get out of here…_

Outskirts of Vale Forest

Yang shakes her head and sits down on the log staring at the fire, beside her her girlfriend, once more reading a book. _Maybe we should just head back, she isn't having fun out here_. Yang stands and taps Blake on the shoulder, motioning for her to stand as well.

"Blake do you want to go home?"

"I'm sorry Yang, I'm just not as into camping and stuff as you are, I had to do it a lot as a kid, so I kinda lost the joy. I really did enjoy spending time with you though, even if I didn't like the camping part."

Yang nods and sets about breaking camp and getting back to her truck, that's when she noticed the shadow in the forest. It was still early in the morning, early enough that things or people could easily hide in the darkness.

"Hey, you lost there?" Yang shouts out as her hand falls to the knife on her hip. Stepping out of the shadows Yang watches a silvered-haired man with brown eyes and glasses smile at her. A long green coat flaps in the winds.

"I'm sorry to have disturbed you, you remind me of someone I once knew. Do you need some help?" the stranger questions. Yang smiles warily at him, _do I trust him?_

"You're fine, I'll take care of it so we'll be okay."

"Are you sure? There's a storm coming, you won't make it back to town before it sets in."

"Well how's it you're planning to whether the storm than?" Yang asks, still cautious of the stranger. He smiles and shakes his head at her. _It doesn't matter what life she's in, she is always responsible for those in her care_.

"My home isn't too far away, it's safe so you won't have to worry about anything. I have a Scroll and ways to contact your sister if that's what you're wondering."

"Wait… how did you know I had a sister?"

"I know many things Yang Xiao Long, and one of them is that there is another darkness coming, one like the legends of old. I believe that you, your sister, and those around you and close to you are key to everyone's survival."

"Alright weird dude, if you've got a place I guess we could use the help," Yang says as she turns to look at the approaching storm. _That thing is coming in way too fast for us to make it back home to Ruby, I guess he's right. We'll have to stay with him until it passes_.

 _Author's Note:_

 _I hope you've enjoyed your next chapter of Shambling Shadows, this is my primary focus for RWBY fics right now, so if I don't post a chapter in a couple of days it's probably taking me a bit, if that happens I'll try to post a one-shot or something. Thank you for your support on the different AUs and stories I'm writing._


	4. Stories and Monsters

**Shambling Shadows (Part IV):**

Characters: Ruby Rose, Weiss Schnee, Velvet Scarlatina, Yang Xiao Long, Blake Belladonna, Ozpin

Pairings: Bumblebee

Disclaimer: I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Summary:

What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

SDC Subsidiary, Vale Downtown

Pushing Velvet and Weiss out of the building, sidearm at the ready as she quickly pumps a trio of bullets into the nearest creature currently shuffling towards them. Ruby slides her helmet on as they step into the mad house outside. The police are barely holding the line, creatures and civilians mixed together and all pushing for the building. Ruby's gaze runs over the vehicles parked around as barricades, helping the riot squads to keep the crowd at bay. Then the silver eyed soldier sees what she's looking for, an up-armoured convoy vehicle parked near where the command and control center had been.

"Come on, I've found us a ride!" Ruby shouts as she turns to survey her two charges, only to see more of the creatures breaking out of the building's front behind them. "DOWN! Get to the troop transport on the left! I'll cover you!"

Ruby kneels down and un-shoulders her rifle bringing the heavy weapon to bear on the shuffling monsters. Linking the helmet and smartscope together the zoom on her rifle jumps to give her a clear view of the three targets. Ruby smiles beneath her helmet as she works the bolt on the SAR and zeros in on the glowing red eyes.

"Gotcha now freaks…" Ruby whispers as she slowly squeezes the trigger and the weapon bucks. Standing up Ruby takes three steps towards the vehicle where Weiss and Velvet were waiting. "Miss Schnee there should be a starter card in the compartment on the dash!"

Kneeling once more Ruby takes her time and lines up her shot, aiming for the creature's imposing glowing eye. After working the bolt, Ruby releases a pent up breath and squeezes the trigger and lets the bullet fly, slamming into the monster's head and turning it into nothing.

"I don't hear a revving engine Miss Schnee!" Ruby shouts as she stands and takes a couple more steps, working the rifle's bolt before falling to her knee. This time though Ruby takes a second to notice that the two creature's she'd shot weren't getting back up. _Head shots must be what it takes…_ Using her rifle's iron sights to line up her target Ruby aims for the beast's head. "Miss Schnee!"

"It's not as easy as it looks!" Weiss shouts back angrily as she turns and glares balefully at Ruby, who was kneeling and aiming at the only creature left out in the field. "Velvet, get in."

Weiss slams the car angrily and it starts, much to her surprise, looking over her shoulder though she sees Ruby still staring at the monster. _What in the Hell is she doing?_ Weiss starts to undo her seat buckle as she gets ready to charge out of the car after the soldier. _What am I doing? Am I really going back for that… that… beautiful grunt? ERGGH!_ Weiss growls to herself as she opens the door and runs over to Ruby right as the private's rifle goes off blowing the head of the creature off. Weiss shouts as everything goes completely quiet after the rifle's report and Ruby's head spins to look at her. Weiss groans, pain searing right into her head as she clutches it in her hands and slowly collapses towards the ground.

Before Weiss feels her body hit the ground though, strong arms wrap around her tightly, hauling her up and clutching her tight to someone's chest. With her eyes so tightly screwed shut Weiss can't see who's picked her up, but she is suddenly placed on something surprisingly soft. After that Weiss loses consciousness as the screeching of tires fades away.

Cabin in the Woods, Outside the city of Vale

Yang shakes her head as she hears the sound of thunder shaking the forest. Looking out as water pours from the gray clouds above all she can do is look over at her girlfriend laying upon the couch reading a book. Blake's eyes glance from the page to meet the staring lilac of her partner.

"What it is Yang? You've been acting odd ever since Ozpin opened his home to us," Blake states, Yang moving over to her side and crouching down beside her.

"Something isn't right, can you feel it? Ozpin is off somehow, but not in the same way that the air seems to carry a foreboding presence. There's just something wrong with everything that's happened, I mean first our camping trip is a bust and this guy comes out of nowhere and offers up his home? Add to that that I haven't been able to get in contact with Ruby. I don't get it, there's… ergh! You know what I mean right?" Yang growls with frustration.

"I have no _idea_ what you're talking about Yang," Blake says with a devious smirk, a sarcastic tone to her voice. _Oh how I love to play with her lack of vocabulary, of course she did use the word foreboding correctly_. Yang huffs and stands quickly, turning away from Blake and taking a few steps. Blake watches as Yang grumbles to herself before Blake decides to stop harassing her woman. "Yang, darling… I know what you mean, but I also have the strangest idea that there is nothing we can do for Ruby or anyone in Vale right now. We need to focus on being ready to help as soon as the time comes, seeking to take action now would mean dooming ourselves to whatever it is that we fear lies in the beyond. In other words Yang, rest now and we'll come up with a plan."

"I might be able to help with that Miss Belladonna," Ozpin says as he walks into the room with cakes and tea. The two women come over and sit back down taking some of the food and drinking a bit of the tea. "Have the two of you ever heard of the Tale of Victory? It is an old tale, one which I know many of people don't remember these days, of course that is trivial and insignificant right now.

"Either way, it goes a bit like this. Long ago, before the cities we live in now stood kingdoms with great walls and natural defenses. These kingdoms were at war, not with each other, but with a dark shadowy presence no one could quantify, these shadowy beasts were known as Creatures of Grimm. Grimm haunted every corner of the globe, on every continent and on every type of land Grimm attacked and fed upon humans. It is in this world that our story of four courageous young women begins. They were full of youth and ready to make the world theirs, but just as they had begun to do so they suffered terrible loss. These four young women though could not be stopped, recovering from their wounds they fought together side by side till the very end. They fought all the way to the Grimm's home in a place no human had ever before set foot. The battle was long and dangerous, with injuries and deaths on both sides. But these young women made it, they won. They defeated an evil none could truly comprehend, and for it they were given a gift by the Season's themselves. These girls were given life beyond time, a way to escape the mortal coil in a way. When Remnant would be threatened, it would call upon the souls of these women, its guardians. These four women would always be drawn together, time and time again. Isn't that right, Blake Belladonna?"

"Why does that sound familiar?" Blake questions. Ozpin smiles and looks downcast, his eyes staring at the floor and avoiding eye contact with the two women.

"It sounds familiar because it is your story… That's how it goes. I've lived a great many lifetimes, and very few times have I not run into you four girls, sorry two, I keep forgetting the others aren't here yet. It would seem that for every life I've lived there is always a threat to Humanity, from the ancient Creatures of Grimm to Humanity's own selfish desires there is something which reincarnates the four heroes of Remnant. The story is familiar to you because it is the story of your first lives, a tale of love, loss, pain, and hard-won victories. Somehow you always gravitate to each other, and there are facts that never change. Yang and Ruby are always born sisters, to a middle class family, and end up losing one or both mother figures. Blake is born to struggle, her life a constant string of questioning herself and her decisions until she stops running. Weiss always high-class, but always tormented. Of course sometimes you don't fall in love, I've watched you be best of friends, wives, even bitter enemies. I've seen Yang take to Weiss, Blake to Ruby, Ruby and Blake and Weiss, and so many other relationships of varying degrees I honestly can't give you a straight answer as to what should happen, as it is always different except one constant. You will all be thrown through Hell, thrown through so that your lives may save Humanity and once more pull it back from the brink of destruction."

"You're insane!" Yang shouts turning and growling in frustration. Her eyes twinge red and it almost seems like fire peels off her form.

"Yang… Is it really that crazy?" Blake questions. Yang spins in an instant staring her girlfriend down.

"Please tell me you're kidding."

"Think about the feelings you're having. You knew something wasn't right, and you knew it well before this storm came in, that's why we went camping. You needed to get away and this was the best way for you to do it, you told me that you wished Ruby could have gotten leave, but maybe she wasn't meant to. What if Ozpin is right? I know I seem crazy, and maybe I am, but can you really deny this logic? Things don't add up if we don't use Ozpin's explanation, but if we do use it… then everything makes sense."

"Then what does it all mean?" Yang shouts. "If we're some kind of amazing heroes reborn to save Humanity every couple of centuries then why don't we remember it? Why don't we remember our past lives? And what is happening now to cause our supposed 'rebirth'?"

"That storm is a force of nature right?" Ozpin questions the two girls. When he is greeted by dumbfounded looks he shakes his head. "Every time… Think about it. Something would have to be a force of nature to need heroes of your caliber. And I believe that a squabble which ended eons ago has been started up once more."

"Alright so what? We're going to fight a Tornado? A Tsunami? An Earthquake? Come on man you aren't making sense, none of it! How are four people, only two of whom I know, supposed to fight nature? Dust man! What you're asking just isn't possible!"

"I'm unsurprised, every single time we go through this it is always you who has the hardest time of it Miss Xiao Long. Instead of trying to understand what I'm saying, feel it, in your heart. What I'm talking about is not something which can be taught, but something that one must remember. You say you cannot remember your previous lives? It is because you refuse to acknowledge their existence. Someone has stirred an ancient evil and the four of you will be the only ones who can lead Humanity to safety, all we have to do is wait for the other two to show up."

"Of course, because my sister is magically going to know where I am and bring the richest executive in Remnant's history to some old cottage in the woods!" Yang shouts as she storms out of the room and into one of the rooms that Ozpin had opened for them.

"You believe some of what I've said, yes?" Ozpin asks, not even turning to look at Blake still on the couch.

"I feel like there is truth to what you said, but I agree, I need something a bit more tangible. May I ask though how it is you remember all of this?" Blake asks, her curiosity getting the best of her.

"I think it best I leave that subject alone for right now. As for the rest, it might be best that you get some sleep..." Ozpin is interrupted by lightning striking in the distance. "Tonight is going to be a long one, and you'll need all the sleep you can get with the journey you must embark on."

 _Author's Note:_

 _Hey I'm not dead, and everything will continue, if not on schedule and regularly. I'm going to change this AU to a Reincarnation AU where different stories will serve as different lives in the members of Team RWBY as they fight against the many threats which face Humanity. I hope you enjoyed, see you in the next installment._


	5. How the World Works

**Shambling Shadows (Part V):**

Characters: Ruby Rose, Weiss Schnee, Velvet Scarlatina, Yang Xiao Long, Blake Belladonna, Ozpin

Pairings: Bumblebee

Disclaimer: I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Summary:

What happens when a man opens Pandora's Box? Read and find out. [Will include pairings later on, is clearly an AU, please enjoy!]. Disclaimer I do not own any of the characters or settings, these belong to Rooserteeth and Monty Oum, may he rest in peace.

Exact Location Unknown, Outside Vale Downtown

Ruby shouts and pounds the steering wheel as the armoured troop transport begins to fail, its Dust powered engine running out of fuel. Grabbing the radio embedded in the primary tactical console of the dash Ruby flips through channels quickly.

"This is Senior Cadet Ruby Rose to Military Installation 04. Does anyone copy? I repeat this is Senior Cadet Ruby Rose to Military Installation 04, does anyone copy? Is anyone there? Over," Ruby says with exasperation.

"You're only a Cadet?" Velvet, Weiss' Secretary questions. Ruby turns and looks at the two women in the troop compartment.

"It's _Senior_ Cadet, and to be fair I was going to graduate today if this hadn't have happened. Then I would have been Lieutenant Rose instead of Senior Cadet Rose. So show a little respect for the military," Ruby answers more than a little miffed. _Just because I'm not that much taller than that white haired beauty doesn't mean you can make assumptions like that_ , the armoured soldier thinks as she picks up the radio again. "Military Installation 04 this is Senior Cadet Ruby Rose, callsign Romeo 2-3, do you copy? Over."

Static begins to play randomly out of the radio and multiple voices shouting what might as well be gibberish can be heard. Ruby is about to click the speak button again when a moan pierces the speakers.

Velvet, still sitting in the troop compartment suddenly tightens her grip around Weiss' unconscious form in fear.

"W-what if you didn't look for an installation and instead looked for someone specific?" Velvet asks meekly. Ruby turns and stares at Velvet, a smile growing in her face as she thinks about the idea. The soldier pauses though and her shoulders droop. _She didn't know anyone else to call, Lark and Winchester would have abandoned the camp and the main military base the minute those things showed up. The rest of her classmates and cadet troop were probably left in Vale_.

"You got someone I should look for? Everyone I know is most likely dead or too much of a coward to try and hold the base," Ruby explains to the secretary.

"C-coco Adel," Velvet answers. The surprise in Ruby's expression was evident as the unhelmeted soldier turns to look at Velvet. The young woman's bunny ears droop at the look, assuming it to be anger, so of course the Faunus is surprised the gentle touch on her hand in response to her answer. "You're not angry?"

"Why would I be? You know one of the best soldiers in the Vale Territories. Do you know her callsign?"

"Last time we talked she told me she had to head out of the city, callsign… Charlie 1-1."

"Alright, let's see if this works, otherwise we're on our own," Ruby says as she flicks the radio to broadcast on all channels. "This is Romeo 2-3, Vale Defense Contingent to Charlie 1-1. Do you copy? I repeat this is Romeo 2-3 to Charlie 1-1. Do you copy? Over."

"... This is Char-... 1-1 we read -... omeo 2-3. Status? Over." Answers the voice of what sounds to be a twenty year old.

"Charlie 1-1 your signal is weak and broken. Status is unknown casualties. Two VIPs secured. Request immediate support, triangulate signal for location. Over," Ruby answers.

"Co-... -at Rom-... 2-3. ETA 10 …-kes-..."

"Copy Charlie 1-1, ETA 10 Mikes. Over," Ruby responds and the radio goes dead, not even static coming through. "Dust Engine is dead, that means no anti-personnel chain guns, no ablative armour, and no movement or communications. We're dead out, time to rouse the Princess; I'll see what I can do for her ear injuries with the onboard medical kits."

Velvet doesn't respond and instead lowers Weiss carefully down onto the padded medical bed once more. Ruby moves into the troop compartment and begins grabbing medical supplies as she treats Weiss' partially bleeding ears.

"So how do you know Coco Adel?" The soldier questions the bunny Faunus waiting by her side. Velvet begins to fidget in place, ringing her hands together and then playing with the tips of her bent ears.

"Well… u-um… w-w-we k-kinda… we k-kinda d-d… w-we're…" Velvet stutters out, a profuse blush on her face that is the same scarlet as Ruby's armour.

"You and her are dating right?" Ruby asks, finishing the statement for the struggling woman. Velvet's entire face becomes an even deeper shade of red and she falls back into her seat.

"H-how d-d-did you k-know!"

"Your stuttering suggested that you had some form of intimate relations with her, and the fact that you couldn't finish a sentence meant you felt embarrassed over it as well, therefore logically you and she must dating and sleeping together," Ruby answers methodically as she finished treating Weiss' ears. "Sorry if I touched a nerve, I'm not very good at doing stuff like this, don't really know how to be subtle."

Velvet shakes her head at the soldier, understanding to some extent the awkwardness which can arise from lacking subtlety in social circumstances.

"It's alright, you're just a bit direct is all," Velvet answers. "Do you think they heard enough though to come get us?"

"They told us an ETA; so long as we're still here we should be fine. Velvet come over here, Miss Schnee will most likely want to see a familiar face when she wakes up," Ruby says, Velvet does as she's asked and moves around to the other side of the bed where Weiss would have a better view of the assistant/secretary.

"Miss Schnee?" Velvet questions tentatively as Weiss' eyes flutter open and the woman tries to sit up, only to be held in place by Ruby's strong hand.

"You took quite the damage, I recommend you stay down while I conduct tests on your hearing. Those rifle reports are enough to deafen most, you should consider yourself lucky your Aura is so strong," Ruby explains as she pulls out a device and starts clicking right next Weiss' ear.

In response Weiss turns her head in the direction of the noise, a couple more tests and Ruby's satisfied with her repair job. Holding out her hand Weiss growls and pushes it away before immediately stumbling, only to be caught by the soldier. Weiss is about to respond when she realises her face is pressed tight to the soldier's metal plated chest, and a deep red blush spreads across the executive's face.

"U-u-unhand m-m-me!" Weiss stutter yells as she pushes away from the soldier, hiding her burning face by looking at the ground while simultaneously dusting off imagined dirt from her pristine skirt.

"Sorry Princess just thought that you wouldn't want your clothes to get dirty falling into the mud."

"T-t-that d-doesn't m-mean…" Weiss struggles, her mind reeling from the contact and her reaction to it. _Why did my face flush, and my heart rate speed up? I couldn't possibly like this_ Dolt _of a soldier! I mean she nearly deafened me!_

 _Of course she also treated you and fixed the mistake._

 _Whose side are you on?!_ Weiss' mind screams as it argues with itself, all the while Ruby and Velvet staring at the woman. Velvet shaking her head in exasperation at her flustered and disheveled boss. _This white haired woman, honestly she thinks too much_. Stepping away from the two women Velvet looks to the blackened sky, more storm clouds rolling in, the shapes looking like some kind of monster.

"What were those things?" Ruby asks, pulling Weiss out of her arguing mind and putting her into business mode.

"Well… if I'm right they are a part of PROJECT GRIMM which was a classified military option designed by my genius elder sister Winter Schnee. Supposedly these things are supposed to be controlled by some central command module, but from the looks of it they're completely cut off from receiving commands and therefore infinitely more deadly and dangerous," Weiss answers.

"Wait… so you're telling me your sister did _this_?" Ruby growls as she looks out at the skyline of Vale Super-city, burning as civilians and police fight off the creatures.

"Are you insane? My sister would never do this… My Father though is stupid and angry enough to though. My latest reports suggest that the White Fang caused nearly a 12% drop in profits, a loss of 26% product, and finally a 32% loss in personnel ranging from execs to labourers. No doubt my Father wagered that he might be capable of getting rid of the White Fang and showing the military a positive test of his prototype bioweapon. The man's partially insane, I would have succeeded him as head of Schnee Dust Incorporated were it not for… his personal statement that I am not… _fit_ to do so," Weiss hisses out the last words, like they physically hurt her.

" _How_ has _he_ stayed in control if he is mentally unstable enough to release an _untested_ _bioweapon_ into the _atmosphere_?" Ruby shouts running her hands through her hair in frustration as she kicks the dead troop transport.

"The same way he's abused the Faunus Right's Act for nearly a decade… he found friends in high places, ones whose price he could pay," Weiss shouts angrily, seeming as pissed off as the soldier next to her. Of course what the two of them couldn't see was their Aura's interacting. Ruby had petals practically trailing her as she seemingly teleports around, while Weiss had Glyphs forming around her then dissipating without doing anything. For Velvet watching the two angry women with magic leaping off them in waves it was more than terrifying, a single stray Glyph which activates could kill the bunny Faunus, and an accidental collision with the soldier could kill her just as easily. Stepping away from the pair her ears suddenly perk up at the sound of reverberating Dust engines descending nearby; turning her head the Faunus sees a military gunship landing nearby. _Coco!_

White Castle, Reinforced Schnee Compound

Winter glared at the screen, she'd lost track of her sister, the young woman having been safely carried away by the soldier most likely charged with protecting her. The elder sister's ire was raising with every second she was stuck incapable of helping. _Curse her injuries! Curse the White Fang which had no doubt pushed her Father over the edge to commit mass genocide! Curse herself… for creating the bioweapon in the first place. I should have deleted the schematic the minute the military rejected it._ Turning about and surveying the room around Winter knows she can't stay here too much longer, she'll need more food than the limited snacks here, and she'll need access to more potent weapons as well if she wants to survive this. The woman was angry to say the least; her sister who'd been raised as the executive as well as a trained fighter was now outside her reach. The soldier had been smart enough to get them outside of the city, but that was a place where Winter's cameras couldn't follow them… _or could they?_ As the thought passes through her head Winter quickly accesses the Remnant Network and uses her security access to get into the cameras the military had placed around their facilities, vehicles, and other large equipment.

 _Alright now to find the transport that the soldier used to get Weiss out of the Super-city._ When nothing comes up after Winter types in the vehicle's FOF tag number she realises that the vehicle must be dead. _Think Winter… if you were a soldier with a dying vehicle what would you do?_

 _That's it! Get on the radio or Scroll and contact another military unit._ Winter accesses the vehicle's automatic database upload history and sees a series of communication attempts with Installation 04 and a military unit with the callsign Charlie 1-1. Finding the cameras for Installation 04 Winter watches in horror as the shambling creatures move across the camera angles, having taken the Installation. _Okay so that leaves callsign Charlie 1-1, because Weiss isn't dead, there's no way_. Accessing the callsign's registry Winter finds lists of Military IDs who had used the callsign, needless to say there were thousands, if not hundreds of thousands. _Search the registry for the most recent dates, it'll narrow the list and give me an easier list to work through_. After narrowing her search Winter is surprised to see only a single Military ID having used the callsign for the past year.

"Military ID number CA-052," Winter says aloud. It was an ID number she recognised almost instantly. It was the same ID number which belonged to the biogenically enhanced soldiers she'd helped Ironwood to create. _Atlas used to be the head of technology, but after the SDC headquarters moved to Vale the Kingdom had rapidly surpassed Atlesian technological standards._ "CA-052… Lieutenant Coco Adel, current callsign Charlie 1-1, and leader of CFY Special Operations Squad. The rest of her troops were equally skilled and augmented in their own ways. To say that the thought of the three super-soldiers going to help out was more than enough to ease Winter's frayed nerves. _Now I just need to figure out where I can go next._

Turning the wheelchair around Winter surveys her lab. There was no more anti-serum, _but maybe she could make more?_ Looking for the different ingredients and catalysts she'd used Winter saw enough materials to make a good set of antiserum, the real issue lay in the fact that the HCl was locked up in the storage locker just opposite her lab. _I'll have to go through the hallway of the GRIMM again. It's no wonder the acronym stands for what it does,_ Winter thinks to herself as she looks at the antiserum case which reads ' ' setting the case aside quietly Winter goes through the lab gathering the different things she'd need to create more of the antiserum.

Placing the different things on the tables and benches she looks about for weapons she could use against the mindless monsters. _I don't have the same strength, which puts me at a disadvantage against these things, plus I can't kill the quietly at range so I have to get close… unless…_

Winter motors the wheelchair over to the table holding a disassembled crossbow, the primary pieces had need to be completely rebuilt from scratch, but maybe she could fashion a semi-functional one with what she had laying around. Of course right as Winter was about to wheel away and grab something she bumped a stray flask sitting on the table.

The glass instrument falls to the floor and shatters on impact. Reflexively Winter had went to catch it, in some ways it was probably good she hadn't caught it, as it probably would have broken in her hand, but there was one way it was worse.

The pounding on the door, pounding which gone silent hours ago, was renewed with extreme vigor. Moans filled the corridor just outside the science lab, but inside the same moans were muffled and indistinct, either way Winter knew what it meant. The monsters hadn't forgotten her, and her pathway to the HCl needed for her anti-serum was beyond her reach. _Without the HCl I won't be able to make more anti-serum, and I won't be able to get out and find food… wait. Maybe I can contact Weiss? I know the callsign I'm looking for, and Coco and I got along quite well during the trials, I might be able to send a signal and have them come for me… but that would put Weiss in danger…_

Installation 05, Military Bio-Containment Facility

"Are all the Drones online?" Says the first.

"Sir, they're online but there's no telling whether they'll be able to break through. Vale's defenders are top notch after you convinced them to do so," answers the second.

"Regardless we owe it to them to try. Prepare dropships for high altitude low opening drops, the Drones will land at the following locations… with any luck we'll be able seize control of most of the systems before those mindless monsters know what's happening. We need to end this here and now ladies and gentlemen, if we don't, all of Remnant may be lost to us."

 _Author's Note:_

 _Here we go, another chapter of Shambling Shadows as promised. My G &R is in the works and probably about halfway finished. Hopefully this chapter finds you all in good spirits. I'm going to try out a Star Wars RWBY AU, I've had a lot of ideas about these (Major Star Wars and Star Trek Geek reporting) and so hope that this one is well received. I still need to work on my OCs story, so I hope to get somewhere on that sometime soon. _

_I am looking for a beta reader still, and also would love reviews and comments on my work. I'll probably set up a poll shortly to figure out which stories I should focus on while my time is sucked up by school so that way I get chapters of stuff that people like out there. Thanks for reading and see you in the next installment!_


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